Article IV – Directors

Section 1 - General Powers

The business affairs of the Cooperative shall be managed by a board of nine (9) directors who shall exercise all powers of the Cooperative, except as are by law or by the Articles of Incorporation, or by these bylaws, conferred upon or reserved to the members.

Section 2 - Election & Tenure of Office

Directors shall be elected by ballot at each annual meeting and shall serve for a term of three years or until their successors have been elected: provided, however, that if there is no more than one candidate for each district in which a director is to be elected, a vote may be taken by voice vote.

Director election rotation shall be districts 1, 4, 7, districts 2, 5, 8, and districts 3, 6, 9.

If the election of directors shall not be held on the date designated hereby for any annual meeting, or at any adjournment thereof, the Board of Directors may call the election to be held at a special meeting of the members of the Cooperative as soon thereafter as convenient.

Section 3 - Qualifications

To be eligible to be a candidate for election as a Director of the Cooperative in the district for which he or she primarily resides and receives electrical service from, a person must:

(a) Be not less than 18 years of age.
(b) Not be a member who is employed by or financially interested in a competing enterprise.
(c) Not be a member who is engaged in the business of selling electrical energy, equipment, material, or supplies to the Cooperative.
(d) Be a primary placeholder on the electric account if held jointly by a couple and be in good standing with the cooperative, an actual resident of the district from which he/she proposes to be elected.
(e) Not be a member of the immediate family of a board member or full-time employee of the Cooperative or a member of the household of a board member or employee. The term “immediate family” shall mean children, spouse, siblings, parents, foster parents, stepparents, grandparents, parents-in-law, sister or brother-in law, or son or daughter-in-law.
(f) Not currently be employed or had been an employee or spouse of an employee, of the Cooperative, Hoosier Energy, or Indiana Electric Cooperatives during the last 5 years immediately preceding the meeting at which he/she could stand for election as a Director.

Upon establishment of the fact that a director is holding office in violation of any of the foregoing provisions, it shall immediately become incumbent upon the Board of Directors to remove such director from office.

Section 4 - District Representation

The territory served by the Cooperative shall be divided into 9 districts. Each district shall be represented by one board member. An at-large director shall serve from any location in the service territory. The districts are as follows:

District 1 - In Shelby County: all of Sugar Creek and Brandywine Townships; the western portion of Moral Township from the county line on the west to county road 600 west on the east.

District 2 - In Hancock County: territory in Sugar Creek, Brandywine, and Blue River Townships. In Shelby County: the eastern portion of Moral Township from county road 600 west on the west to the township line on the east; the western portion of Van Buren Township from the township line on the west to State Road 9 on the east.

District 3 - In Shelby County: all of Hanover, Marion, and Union Townships; the eastern portion of Van Buren Township from State Road 9 on the west to the township line on the east.

District 4 - In Rush County: all of Ripley, Center, Washington, Posey, and Jackson Townships. All Territory adjoining rush County in Henry County. In Hancock County: Jackson and Blue River Townships.

District 5 - All territory in Fayette County. In Rush County: Union Township.

District 6 - In Shelby County: all of Hendricks, Jackson, and Washington Townships. All territory in Bartholomew County. All territory in Johnson County.

District 7 - In Shelby County: all of Noble, Liberty, Shelby, and Addison Townships. In Decatur County: Adams Township.

District 8 - In Rush County: all of Walker, Rushville, Noble, Orange, Anderson, and Richland Townships. In Decatur County: Clinton and Fugit Townships.

District 9 - All territory in Franklin county.

Section 5 - Nomination

Any 15 members of the Cooperative, acting together, may nominate a qualified candidate from any district of the Cooperative for which there is to be elected a member of the board of directors at the next election of directors, by signing a petition nominating such candidate. Such petition shall be on a form provided by the Cooperative and shall be filed at the principal office of the Cooperative not less than 60 nor more than 120 days prior to the date such election is to be held.

The Secretary of the Cooperative shall post a copy of such petition promptly at the principal office of the Cooperative, and such petition shall remain posted until the date of the meeting at which the election of directors is held.

The Secretary shall be responsible for notifying each member of record either by publication through the regular monthly publication of the cooperative in the month prior to the annual meeting or by United States mail deposited at least 10 days before the annual meeting, a statement of the number of directors to be elected at such meeting and the names of the nominees for such directorships.

Nominations from the floor may not be accepted except pursuant to the provisions of Section 8 of this Article.

Section 6 - Vacancies

Except as provided in Section 8 of this Article, a vacancy occurring on the Board shall be filled by the affirmative vote of the majority of the remaining board members for the unexpired term.

Section 7 - Compensation

Board members shall not receive any salary for their services as such except that by resolution of the Board of Directors, the board may authorize a fixed sum for each day or portion thereof spent on Cooperative business such as any duties performed as a representative of the Cooperative with any organization described in Article IX Section 3 of these bylaws, attendance at meetings, including board meetings, conferences and training programs, or performing committee assignments. If authorized by the board, any board member may also be reimbursed for expenses actually and necessarily incurred in carrying out the Cooperative business or granted a reasonable per diem expense allowance by the board in lieu of detailed accounting for some of these expenses. No board member shall receive compensation for serving the Cooperative in any other capacity unless the payment of the amount of compensation shall be specifically authorized by the board and certified by the board as an emergency measure. In the event that a board member should attend any of the functions specified in this section in more than one location during a day, the board members shall be entitled to an additional fixed sum for such day equal to the sum he or she is entitled to receive for the first such meeting.

Section 8 - Removal of Director by Members

A Director may be removed for cause at any time by the members pursuant to the procedures specified in this Section. Any member may bring charges, specifying the causes for removal, against a Director by filing such charges in writing with the Secretary, together with the petitions signed by 25% of all the members requesting the removal of the Director in question. The petition shall contain the specific charges of misconduct. The removal shall be voted upon at the next regular or special meeting of members.

The affirmative vote of 25% of all the members is required to affect such removal. Any vacancy created by such removal may be filled by the members at such meeting provided that the Director resides in the same district as the Director in respect to whom the vacancy occurs.

The Director against whom such charges have been brought shall be informed in writing of the charges at least 30 days prior to the meeting. That Director shall have an opportunity at the meeting to be heard in person or by counsel and to present evidence; and the person or persons bringing the charges against the Director will have the same opportunity. If the removal of more than one Director is sought, a separate vote shall be taken as to each Director.

The term “for cause” as used in this Section is defined as being malfeasance in office; that is, the commission of an act which is unlawful, and which affects interrupts or interferes with the performance of official duties. The exercise of judgment should not be grounds for recall.

Section 9 - Action Taken by Board

Nothing contained in this Article shall affect in any manner whatsoever the validity of any action taken prior to the time that an objection pursuant to the provisions of this Article has been timely made.